MEMORANDUM OF UNDERSTANDING AMONG THE MAYOR OF THE CITY OF NEW YORK, THE TEMPORARY PRESIDENT OF THE NEW YORK

STATE SENATE AND THE SPEAKER OF THE NEW YORK STATE ASSEMBLY DATED AS OF OCTOBER 4, 2011

WHEREAS, pursuant to Section 1 of Chapter 137 of the 2011 Session Laws of the State of New York (the Act), amending Chapter 345 of the 1968 Session Laws of the State of New York, as amended, the City of New York (the City) is authorized to discontinue and alienate certain parkland, as described in the Act (as depicted on Exhibit A hereto, the Project Site), consistent with the provisions of Chapter 345 of the laws of 1968, as amended; WHEREAS, pursuant to Section 2 of the Act, the authorization as described above for the City to discontinue as parkland and alienate the Project Site is subject to and conditional upon the completion and signing of a memorandum of understanding among the parties hereto, after consultation with the members of the Senate, the Assembly, and the City Council of the City of New York representing the area in which the Project Site is located (such officials, and their successors, being referred to as the State Senator, the State Assemblymember, and the Councilmember, respectively) (such memorandum of understanding, as may be amended in accordance with Section 12 hereof, being referred to as the Section 2 MOU, the Eastside Greenway and Parkland MOU, or this MOU), and in the absence of the Section 2 MOU being completed and signed on or before October 10, 2011, the provisions of the Act will expire and be deemed repealed; WHEREAS, pursuant to a Memorandum of Understanding dated as of June 15, 2011 (the June 2011 MOU), the Mayor of the City (the Mayor) agreed that he would not sign the Section 2 MOU without the concurrence of the State Senator and the State Assemblymember; WHEREAS, as evidenced by the letters attached hereto as Exhibit B, the Councilmember, the State Senator and the State Assemblymember have been fully consulted in connection with this MOU as provided in the Act, and this MOU has the concurrence of the State Senator and the State Assemblymember, as provided in the June 2011 MOU;

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WHEREAS, in accordance with Section 11 of the Act, the Mayor, simultaneously with the signature of this MOU by the parties hereto, will notify the legislative bill drafting commission of the completion and signing of the Section 2 MOU; WHEREAS, this MOU provides for the de-mapping of Asser Levy Place and the mapping of same as parkland, the mapping of Con Ed Waterside Pier, and the potential mapping of public open space along the East River between 41st and 60th Streets, each of which may be used to satisfy the requirements of the legislation with regard to replacement parkland; and WHEREAS, it is the intent and purpose of the parties hereto that this MOU fully satisfies the condition of Section 2 of the Act that an MOU be completed and signed by the parties hereto, such that the Act does not and will not expire, but will continue in full force and effect; NOW, THEREFORE, the parties hereto, pursuant to and in furtherance of the Act, hereby stipulate and agree as follows: 1. Eastside Greenway and Park Board. An Eastside Greenway and Park Board (EGAP Board) is hereby established to provide oversight, monitoring and guidance of the Eastside Greenway and Park Fund, as described in Section 2 below. The EGAP Board shall consist of eleven (11) members, as follows, each of whom will serve at the pleasure of the person by whom each is appointed and until (except for death or disability) a successor is appointed as provided in this sentence: six (6) exofficio members appointed by the Mayor, one of whom shall be designated as Chair by the Mayor, one (1) member appointed by the Manhattan Borough President, one (1) member appointed by the Member of the US Congress whose district includes the Project Site, and one (1) member appointed by each of the City Councilmember, the State Senator and the State Assemblymember (the latter five (5) members being sometimes referred to as the Non-Mayoral Members). Any member may act through a designee. The EGAP Board shall convene no less than semi-annually. Except as otherwise provided in this MOU, the EGAP Board shall act by an affirmative vote of a simple majority (six (6)) of its members. The EGAP Board shall adopt bylaws at its initial meeting, which bylaws shall be consistent with the terms and provisions of this MOU. Meetings of the EGAP Board shall be open to the public. 2. Eastside Greenway and Park Fund. An Eastside Greenway and Park Fund (EGAP Fund) is hereby established, to be held by the City or an instrumentality thereof as a special purpose fund. The EGAP Fund shall receive, hold, and make disbursements from dedicated funding for the projects listed in Exhibit C hereto or additions or substitutions thereof as provided in this MOU (funds held in the EGAP Fund from time to time are hereinafter referred to as the Special Purpose Funds; projects listed in Exhibit C hereto or additions or substitutions thereof as provided in this MOU, the Projects, and as may be categorized in Exhibit C or upon addition, substitution, or reprioritization as provided in this MOU, the Group 1, Group 2 or Group 3 Projects). The EGAP Board shall receive, on an annual basis, a statement of deposits, withdrawals, sources, uses and earnings in,

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from, and on the EGAP Fund and, if and to the extent separate accounts are established for operating and maintenance and capital improvement endowments for any Esplanade Project, a statement of deposits, withdrawals, sources, uses and earnings in, from, and on any such operating and maintenance and capital improvement. Upon request and reasonable notice, all records pertaining to the EGAP Fund and any separate accounts established for operating and maintenance and capital improvement endowments for any Esplanade Project shall be made available to any member of the EGAP Board for examination. 3. Special Purpose Funds, Sources and Uses. The following shall be delivered for deposit into the EGAP Fund: (a) Solely as a condition to the disposition of the Project Site, the sum of $3 million to be paid by the United Nations Development Corporation (UNDC) (UNDC having been notified by the City of the entity that will hold the EGAP Fund) (the Initial Contribution), such amount to be used by or on behalf of the City towards the Group 1 Projects as listed in Exhibit C, and, if and to the extent that any portion thereof is available after the completion of the Group 1 Projects, towards the Non-Esplanade Projects as defined in paragraph (b) of this Section 3 and listed in Exhibit C hereto. (b) Solely as a condition to the disposition of the Project Site, simultaneously with issuance by UNDC of the UNDC Consolidation Project Bonds referred to in Section 5 below, the Second Contribution, as defined in Section 5 below, the sum of $70 million to be paid by UNDC, such amount to be applied to Group 2 and Group 3 Projects, or substitutions thereof as provided in this MOU. Of the Second Contribution, $57 million shall be applied initially to Project 2a as described in Exhibit C hereto (the ODR Esplanade) and $13 million shall be applied initially to Projects other than Projects 2a, 3a, and 3b (Projects 2a, 3a, and 3b collectively Esplanade Projects; and all Group 2 and Group 3 Projects, or substitutions thereof, other than Projects 2a, 3a, and 3b collectively Non-Esplanade Projects). Any funds applied initially to Project 2a that are available after completion of Project 2a shall be applied thereafter to the other Esplanade Projects. Second Contribution funds applied initially to the Non-Esplanade Projects may be applied instead to any of the Esplanade Projects upon affirmative vote of a majority of the Non-Mayoral Members of the EGAP Board. (c) The Third Contribution, as defined in Section 7 below, such amount to be applied to Group 2 and 3 Projects, or substitutions thereof as provided in this MOU. Of the Third Contribution, 85% shall be applied to the Esplanade Projects and 15% shall be applied to the Non-Esplanade Projects. Any Third Contribution funds applied initially to the Esplanade Projects that are available after completion of all of the Esplanade Projects shall be applied thereafter to the Non-Esplanade Projects. Third Contribution funds applied initially to the Non-Esplanade Projects may be applied instead to any of the Esplanade Projects upon affirmative vote of a majority of the Non-Mayoral Members of the EGAP Board.

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(d) Any portion of the Waterside Pier Funds, as defined in paragraph (a) of Section 6, not needed for the rehabilitation of the Waterside Pier, provided that such funding shall be used solely for the purpose of making additional improvements to the Waterside Pier. (e) Any earnings in, from, and on any existing funds in the EGAP Fund. The City or an instrumentality thereof shall be permitted to make disbursements of the Special Purpose Funds as needed solely for the purposes set forth in, and in a manner consistent with, this MOU. 4. Conditions Precedent to Alienation of the Project Site. The following provisions in this Section 4 are set forth solely as conditions to authorization for the City to dispose of the Project Site to UNDC in accordance with the Act (and not as covenants), subject to the provisions of the Act concerning such disposition not related to this MOU. If said conditions are not satisfied, the City is not permitted to dispose of the Project Site to UNDC pursuant to the Act or this MOU. Upon satisfaction of said conditions, as set forth below, and subject to the provisions of the Act concerning disposition of the Project Site not related to this MOU, the City is irrevocably permitted to dispose of the Project Site to UNDC for purposes of the Act: (a) The making of the deliveries for deposit to the EGAP Fund as provided in paragraphs (a) and (b) of Section 3 above; (b) UNDC shall have executed a lease with the United Nations (UN) for the entirety of the building to be developed for the consolidation of the facilities of the UN at the Project Site (such development project, the UN Consolidation Project and such building the Consolidation Building), and the UN shall separately agree that, provided that the City disposes of the Project Site to UNDC in accordance with the Act, (i) the UN shall extend the term of its existing leases with UNDC (the Existing UNDC-UN Leases) for space at One and Two UN Plaza (One and Two UN Plaza being referred to as the Existing UNDC Properties) from April 2018 to March 2023 and (ii) beginning on April 1, 2017 or, if earlier, upon substantial completion of the Consolidation Building, and continuing during the period of such extension, the UN shall pay additional rent, in an amount equal to real estate taxes attributable to such space, to UNDC, for payment by UNDC to the Citys General Fund. Notwithstanding the foregoing, the UN may pay such additional rent, equal to such real estate taxes, through agreements other than the Existing UNDC-UN Leases. (c) UNDC shall have agreed with the City that after March 2023, if it still controls the Existing UNDC Properties, and provided the Consolidation Building has been leased from UNDC to the UN, it shall lease space that the UN leases at the Existing UNDC Properties at a market rent, including an amount equal to real estate taxes, and such amount paid to UNDC equal to real estate taxes, together with such market rent paid to UNDC net of amounts required for UNDC

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to comply with applicable bond covenants or other obligations of UNDC, shall be paid by UNDC to the Citys General Fund; and (d) The City shall have completed or shall have caused to be completed the Group 1 Projects Upon the satisfaction of the conditions set forth above in this Section 4, the City or an instrumentality thereof shall notify the EGAP Board of same and the City shall be irrevocably permitted to dispose of the Project Site subject to the provisions of the Act concerning disposition of the Project Site not related to this MOU and subject to Section 16 of this MOU. 5. UN Consolidation Project Bonds. It is intended that, at the same time as UNDC makes the deposit as provided in paragraph (b) of Section 3 above, UNDC will issue bonds (UNDC Consolidation Project Bonds) to pay costs associated with the UN Consolidation Project, and that UNDC Consolidation Project Bonds will yield a deposit to the EGAP Fund of $70 million (the Second Contribution), which amount shall be deposited into the EGAP Fund at the time of issuance of the UNDC Consolidation Project Bonds. 6. Waterfront and Park Projects. (a) Waterside Pier Rehabilitation. At the time of this MOU, the City, or an instrumentality thereof, shall have taken possession of the pier formerly leased to Consolidated Edison Inc. located between East 38th and East 41st Streets and generally depicted in Exhibit D attached hereto (the Waterside Pier) and shall have received from Consolidated Edison Inc. funds in an amount agreed upon by the City and Consolidated Edison, Inc. (the Waterside Pier Funds) for the structural rehabilitation of the Waterside Pier. The Waterside Pier Funds shall be expended for the rehabilitation of the Waterside Pier, except to the extent any portion thereof is not needed for such purpose, in which case such portion shall be delivered for deposit into the EGAP Fund, provided that such funding be allocated solely for the purpose of providing additional improvements to and maintenance and operation of the Waterside Pier. As soon as reasonably practicable following the execution and delivery of this MOU, the City or an instrumentality thereof shall commence the structural rehabilitation of the Waterside Pier, using only the Waterside Pier Funds. Upon the completion of the rehabilitation of the Waterside Pier, the City shall undertake the designation and mapping of the rehabilitated Waterside Pier as parkland. (b) Improvement of Eastern Portion of Robert Moses Playground. It is intended that after the execution and delivery of this MOU, the Councilmember will make reasonable efforts to assist in appropriating funds for certain improvements to the eastern portion of Robert Moses Playground that is not part of the Project Site. If such funds are so appropriated, as soon as reasonably practicable thereafter, the City or an instrumentality thereof shall commence and complete such improvements, which, for example purposes only, may include one or more of

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the following: reconfiguration or addition of active recreation uses such as basketball, handball, volleyball, childrens bicycle riding, or other sports, or resurfacing of existing facilities. (c) Waterfront and Park Projects. (i) General. Subsequent to the disposition to UNDC of the Project Site, and as soon as reasonably practicable thereafter, the City or an instrumentality thereof shall commence and pursue all Group 2 and Group 3 Projects, as described in Exhibit C hereto, and additions thereto and substitutions thereof as provided under this MOU, the cost of which shall be payable solely from Special Purpose Funds, and thereafter shall seek to complete the same to the extent such funds are available. Without limitation to the provisions set forth in Section 11 below, each of the Non-Mayoral Members shall have full standing to pursue equitable remedies against the City if the City does not commence, diligently pursue, and complete any of the Projects in the indicated order of priority (as may be changed pursuant to this MOU) for which there are sufficient Special Purpose Funds, in a manner consistent with the conditions set forth in this MOU. (ii) Project Proposal, Comment, and Approval. The EGAP Board shall receive conceptual drawings, a proposed project schedule, including project construction commencement and construction completion dates, and a list of anticipated approvals (collectively a Project Proposal) for each Project prior to the commencement of design development documents for any such Project. Any member of the U.S. Congress, the Senate, the Assembly, or the City Council of the City of New York who represents the site in which a Project is proposed to be located but does not have the right to appoint a member of the EGAP Board (such official an Affected Elected Official) shall also receive a Project Proposal for such Project, which shall be delivered to such Affected Elected Officials simultaneously with the delivery of the Project Proposal to the EGAP Board. Members of the EGAP Board may provide comments on such Project Proposal to the City to ensure that the implementation of the Project occurs in a manner consistent with the description set forth in Exhibit C and the conditions set forth in this MOU. Any Affected Elected Official may also provide comments on such Project Proposal to the City and to the EGAP Board. Prior to the commencement of design development documents for any such Project, the City shall consider and respond in writing to any comments from any EGAP Member or Affected Elected Official that the City receives within thirty (30) days of delivery of the Project Proposal to such EGAP Member or Affected Elected Official. The City may at its discretion alter a Project Proposal in response to such comments. Upon approval of a Project Proposal for a Non-Esplanade Project by the EGAP Board acting upon an affirmative vote of not less than six (6) of the members of the EGAP Board that includes not less than three (3) Non-Mayoral Members (such vote, a Special Majority Vote), with the written concurrence of all Affected Elected Officials, the City shall proceed with such Project, and shall not proceed otherwise.

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(iii) Semi-Annual Reporting. Upon request of a majority of the Non-Mayoral Members of the EGAP Board, the City or an instrumentality thereof shall provide, but shall have no obligation to provide more often than semi-annually, updates on the structural rehabilitation of the Waterside Pier, the improvements to the eastern portion of Robert Moses Playground provided for in paragraph (b) of this Section 6 above if funding is appropriated for such improvements, and all Projects listed in Exhibit C (with respect to status of permit applications, design development, schedules, and other matters as the EGAP Board may reasonably request). (iv) Other Funding. If and to the extent that other funding may be secured by any of the Non-Mayoral Members for a Project listed in Exhibit C, the parties shall work to ensure such funds are incorporated into the budget for the applicable Project. (v) Non-Esplanade Project Addition, Substitution, and Reprioritization. A Non-Esplanade Project in Group 2 or Group 3 may be added, removed, substituted, or reprioritized solely in accordance with the procedures outlined as follows. Any added, substituted, or reprioritized Non-Esplanade Project shall be of an estimated cost not to exceed available Special Purpose Funds for Non-Esplanade Projects, as further detailed below. Any added, substituted, and reprioritized Non-Esplanade Projects are subject to discretionary public approvals. (1) The Non-Mayoral Members may initiate one or more additional or substitute NonEsplanade Projects or change the priority of Non-Esplanade Projects by sending a letter, signed by not less than four (4) Non-Mayoral Members (a Non-Mayoral Supermajority), to the City and the other members of the EGAP Board (including a Non-Mayoral member who is not a signatory to such letter, if any) detailing such proposal. Such addition, substitution, or reprioritization shall be subject only to a determination by the City or an instrumentality thereof that such additional, substitute, or reprioritized Non-Esplanade Project is physically feasible and affordable given (x) the amount of Special Purpose Funds available for Non-Esplanade Projects; (y) the cost of such Non-Esplanade Project, including reasonably expected escalations ; and (z) the total budget of all other Non-Esplanade Projects for which Project Proposals have been approved at the time (such physically feasible and affordable project a Feasible Project). The foregoing notwithstanding, a substitute Non-Esplanade Project may not be proposed for any site that (x) is the subject of a pending ULURP or other land use application for a different use by the City; or (y) a site the City has previously approved for another purpose (pursuant to a public land use review process), unless the City has not taken active steps in the form of expenditures to proceed with such use prior to the proposed substitution. Except in the case of a Delayed Project (defined below), any proposed substitution or change in priority of a Non-Esplanade Project made at the initiation of a Non-Mayoral Supermajority as provided above shall

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be received by the City before a Project Proposal has been approved for the affected Project (or substitution thereof). As soon as reasonably practicable after an additional, substitute, or reprioritized Non-Esplanade Project proposed by a Non-Mayoral Supermajority is determined to be a Feasible Project, the City or an instrumentality thereof shall provide to the EGAP Board a Project Proposal for such additional, substitute, or reprioritized Non-Esplanade Project, which shall thenceforth be treated in the same manner as if it were listed as a Non-Esplanade Project in Exhibit C hereto. (2) A determination by the City or an instrumentality thereof that a proposed additional, substitute, or reprioritized Non-Esplanade Project is not a Feasible Project shall be subject to the provisions set forth in paragraph (c)(v)(5) of this Section 6. Each of the Non-Mayoral Members shall have standing under this MOU to challenge such determination. (3) The City may initiate an additional or substitute Non-Esplanade Project or change the priority of a Non-Esplanade Project, subject to a determination by the City that such Non-Esplanade Project is a Feasible Project, provided that such addition, substitution, or reprioritization is approved by the EGAP Board acting by Special Majority Vote. Prior to such vote, the EGAP Board must be given thirty (30) days written notice by the City, or an instrumentality thereof, of such proposed addition, substitution, or reprioritization. (4) If the commencement or completion of any Non-Esplanade Project is delayed, or once commenced, work is halted for, in any such case, a two-year period, or if a permit required for a Non-Esplanade Project is denied and all permitted resubmissions, and all regulatory, administrative and judicial appeals have been exhausted or the time for bringing such appeals has elapsed, such Project shall be considered a Delayed Project. In such case, such Delayed Project may be substituted in accordance with and subject to the conditions set forth above in this Section 6 (including without limitation sufficiency of Special Purpose Funds as described above in this Section 6), except that the requirement that such substitution shall not occur after approval of the Project Proposal for the affected Project shall be inapplicable. The foregoing notwithstanding, no substitution shall be made for a Project for which construction has commenced, and such construction is at least 75% completed, without the unanimous affirmative vote of the EGAP Board. (5) A determination that a proposed additional, substitute, or reprioritized NonEsplanade Project is not a Feasible Project shall not be made until the City or instrumentality thereof has procured and received from a qualified third-party consultant approved by the EGAP Board a report on such feasibility and affordability, which the City shall cause to be completed not later than 180 days from the date the

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City receives the Non-Mayoral Supermajority letter referred in to paragraph (c)(v)(1) above in this Section 6. The City or an instrumentality thereof shall furnish the EGAP Board with a copy of the final report promptly upon its completion. The City or instrumentality thereof shall in good faith consider such report in rendering such determination. The cost of all reports to be undertaken pursuant to this Section 6 shall be paid from Special Purpose Funds available for Non-Esplanade Projects. (6) No substitution, removal, addition, or reprioritization may be made under the terms of this MOU for any of the Esplanade Projects. Any such substitution, removal, addition or reprioritization shall require amendment to this MOU as provided in Section 12 below. (d) The Esplanade Projects shall be dedicated for park purposes. Upon the completion of each Esplanade Project, the City in its discretion may undertake the designation and mapping of the completed Esplanade Project as parkland. 7. Disposition or Refinancing of UN Plaza Buildings 1 and 2. For purposes of this MOU, a disposition by the City and UNDC of their respective interests in the Existing UNDC Properties is referred to as a Disposition, and a refinancing of UNDCs interests in the Existing UNDC Properties made in lieu of a Disposition at the request of the Mayor is referred to as a Refinancing. A Disposition or Refinancing shall be undertaken for the purpose of generating proceeds for distribution as provided below in this Section 7. A Refinancing will be undertaken only if such Refinancing will result in Net Proceeds equal to or greater than the Net Proceeds that would be generated by a Disposition pursuant to Section 8 below, as demonstrated by comparison to an actual response to an RFP from a qualified respondent that the City would be permitted to accept without a waiver pursuant to Section 8(c). In any such event, the City shall distribute or with the cooperation of UNDC shall cause to be distributed as follows the proceeds of a Disposition or Refinancing (net of all costs and expenses, including costs of issuance in the case of a Refinancing and repayment of any outstanding bonds previously issued by UNDC to the extent required by applicable bond covenants; the proceeds of a Disposition or Refinancing net of any and all such costs and expenses are referred to in this MOU as Net Proceeds): (a) The Citys General Fund shall receive for deposit 100% of Net Proceeds until the Citys General Fund receives the actual Break Even Amount (the Break-Even Amount), as set forth in Exhibit E hereto; (b) Thereafter, the EGAP Fund shall receive 100% of the remaining Net Proceeds until the EGAP Fund has received an amount from the Net Proceeds equal to $120 million escalated at 3% per annum from January 1, 2010 to the date of the Disposition or Refinancing (such sum, the Second Traunch);

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(c) Thereafter, the Citys General Fund and EGAP Fund shall share any remaining Net Proceeds equally (the 50% share for the EGAP Fund being referred to as the Third Traunch), until the EGAP Fund has received from the Net Proceeds, when aggregated with the Second Traunch, an amount equal to $150 million escalated at 3% per annum from January 1, 2010 to the date of the Disposition or Refinancing (the Second Traunch and Third Traunch, if any, being referred to as the Third Contribution); and (d) Thereafter, the Citys General Fund shall receive all remaining Net Proceeds. Net insurance proceeds payable to the City on account of a casualty event in connection with its interest in the Existing UNDC Properties shall, when paid, be treated comparably to the Net Proceeds of a Refinancing or Disposition for purposes of this MOU. 8. Disposition Process. General. The City, with the cooperation of UNDC shall issue a Request for Proposals for a Disposition (an RFP) from time to time, as provided in this Section 8, until there is a Disposition or Refinancing. (a) The first RFP shall be issued no later than the earlier of April 1, 2018 or four (4) years after substantial completion of the Consolidation Building. Substantial completion means the Consolidation Building is generally ready for occupancy, notwithstanding that punch list or other minor work has yet to be completed. The second RFP shall be issued no later than the earlier of April 1, 2021 or three (3) years after the date the first RFP is issued. Thereafter, the City shall issue one or more new RFPs not less than once every four (4) years, as may be required to result in a Disposition or Refinancing. (b) The City, with the cooperation of UNDC and unless there has been a Refinancing, shall accept a response to an RFP from a qualified respondent and, subject to compliance with the Public Authorities Accountability Act and other applicable provisions of law (such as the State Environmental Quality Review Act and the City Environmental Quality Review procedure) and required non-Mayoral City discretionary disposition approvals (such as approvals required by the City Planning Commission and the City Council under Sections 197-c and d of the New York City Charter and the Manhattan Borough Board pursuant to Section 384(b)(4) of the New York City Charter), and unless there has been a Refinancing, as may be applicable, must proceed with the Disposition, if such response will result in Net Proceeds equal to or greater than the total of the Break-Even Amount and the Second Traunch. Prior to April 1, 2028, the City shall not accept a response to an RFP which does not result in Net Proceeds equal to or greater than the total of the Break-Even Amount and the Second Traunch. (c) The foregoing notwithstanding, upon a request by the City, the EGAP Board, acting by Special Majority Vote, may approve a waiver of any of the requirements or conditions set forth above
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in this Section 8. On or subsequent to April 1, 2028, the City may elect to accept any response, regardless of Net Proceeds, without any approval from the EGAP Board. 9. Completion of Projects. As soon as reasonably practicable subsequent to the deposit in the EGAP Fund of the Third Contribution, the City shall, subject to City discretionary approvals and the requirements under Section 6 of this MOU, commence and pursue all Projects to the extent not previously commenced or pursued and to the extent Special Purpose Funds are available, and thereafter shall seek to complete the same to the extent that Special Purpose Funds are available. 10. Satisfaction of Certain Requirements Under the Act. It is hereby stipulated and agreed that the execution and delivery of this MOU by the parties hereto satisfies in full each and every provision and term of the Act which requires an MOU to be completed and signed as provided in Section 2 of the Act, subject to the satisfaction of any conditions or obligations set forth in this MOU required to be satisfied prior to the alienation of parkland described in section 1 of the Act. 11. Remedies, Limitation of Liability. The covenants, terms and conditions of this MOU constitute the binding obligations of the parties hereto, and may be enforced in a court of law through the application of equitable remedies or available remedies at law. Under no circumstances and in no event, however, shall any official signing on behalf of a party hereto or in its capacity as an elected official, or any member of the EGAP Board, have any personal liability whatsoever under this MOU or the Act. 12. Amendments in Writing. This MOU may be amended in writing, signed by the signatories to this MOU, or their successors-in-function, provided any amendment is first approved by the EGAP Board acting by Special Majority Vote. The EGAP Board shall be given thirty (30) days written notice in advance of such vote. This MOU may not otherwise be amended. 13. Counterpart Signatures. This MOU may be executed in separate counterpart signature pages, which, when taken together, shall constitute one and the same instrument. 14. Notice. Notices or other communication to be delivered to the City, or an instrumentality thereof, under this MOU shall be delivered in writing to The City of New York, City Hall, New York, New York 10007, Attn: Deputy Mayor for Economic Development, with a copy to New York City Law Department (Law Department), 100 Church Street, New York, New York 10007, Attn: Chief, Economic Development Division, or to such other party and/or address as the City or the Law Department may notify the EGAP Board in writing. Notices or other communications to be delivered to the EGAP Board, or members thereof, under this MOU shall be delivered in writing to the offices of the governmental officials responsible for the appointment of such members, or to other party and/or address as each such member may notify the City (or other party of which such member has been notified by the City) in writing.

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15. Periodic Reporting. The City shall provide periodic, but at least annual, reports to the President Pro Tempore of the New York State Senate and to the Speaker of the New York State Assembly on the progress of funding and construction of the projects hereunder. 16. Termination. This MOU as well as the authorization to discontinue and alienate certain parkland identified as the Project Site shall terminate if the Project Site has not been disposed of to UNDC by December 31, 2015. Upon such termination, all remaining Special Purpose Funds (less set-asides for payment of obligations accrued at such time that are payable from Special Purpose Funds) shall be paid to the Citys General Fund. (remainder of this page is intentionally left blank; signature page follows)

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AGREED:

____________________________________________ Date:___________________ Michael R. Bloomberg, Mayor, The City of New York

____________________________________________ Date:___________________ Sheldon Silver, Speaker of the New York State Assembly

_____________________________________________ Date:___________________ Dean Skelos, Temporary President, New York State Senate

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EXHIBIT A PROJECT SITE

{00691499; 2}

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EXHIBIT B LETTER ACKNOWLEDGING CONSULTATION AND CONCURRENCE IN CONNECTION WITH THE EASTSIDE GREENWAY AND PARKLAND MEMORANDUM OF UNDERSTANDING
ACKNOWLEDGEMENT OF CONSULTATION AND CONCURRENCE Pursuant to Chapter 137 of the 2011 Session Laws of the State of New York, amending Chapter 345 of the 1968 Session Laws of the State of New York, which requires the consultation of the State Senator for the 26th District of the State of the New York (the State Senator), the Assemblymember for the 74th District of the State of New York (the State Assemblymember), and the City Councilmember for the 4th District of the City of New York (the City Councilmember), and that certain memorandum of understanding dated June 15, 2011, among the Mayor of the City of New York (the Mayor), the State Senator and the State Assemblymember, which requires the concurrence of the State Senator and the State Assemblymember, in connection with the consolidation of United Nations facilities and the alienation, replacement, mapping and improvement of certain waterfront and park improvements, each elected official whose name and signature is set forth below hereby acknowledges and stipulates, for their respective selves, that he or she has been consulted in the preparation and completion of that certain Memorandum of Understanding dated as of October 4, 2011 (the Eastside Greenway and Parkland MOU) among the Mayor, the Temporary President of the New York State Senate, and the Speaker of the New York State Assembly. Furthermore, (i) in connection with that Memorandum of Understanding among the Mayor, the State Senator, and the State Assemblymember dated June 15, 2011, each of the State Senator and the State Assemblymember hereby acknowledges and stipulates, and (ii) the City Councilmember hereby acknowledges and stipulates, on behalf of their respective selves that she or he, respectively, concurs with the terms and provisions of the Eastside Greenway and Parkland MOU. This instrument may be executed in separate counterpart signature pages, each of which, when taken together, shall constitute one and the same instrument. AGREED: _________________________________________________________ Liz Krueger, Senator, 26th District, State of New York Date:___________________

________________________________________________________ Date:___________________ Brian Kavanagh, Member of the Assembly, 74th District, State of New York ______________________________________________________ Date:___________________ Daniel R. Garodnick, City Council Member, 4th District, City of New York

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EXHIBIT C WATERFRONT AND PARK PROJECTS

Group 1 Projects 1a. The de-mapping of Asser Levy Place and mapping of Asser Levy Place as parkland. The City shall close Asser Levy Place to vehicular traffic and make the existing streetbed available for public use for active recreation. 1b. The completion of required design work for the submission of applications, if deemed necessary, for all approvals and permits required from New York State Department of Environmental Conservation ("DEC"), the U.S. Army Corps of Engineers (Army Corps) and the U.S. Coast Guard (Coast Guard), for the Waterside Pier Rehabilitation 38th 41st Streets) and the submission of such applications. 1c. The completion of required design work for the submission of applications for all approvals and permits required from DEC, the Army Corps and the Coast Guard, for the Outboard Detour Roadway (ODR) Esplanade (53rd 60th Streets) and the submission of such applications. 1d. The completion of required design work for the submission of applications for all approvals and permits required from DEC, Coast Guard, and Army Corps, for the UN Esplanade (41st 51st Streets). Group 2 Esplanade Project 2a. The completion of the construction of the ODR Esplanade (53rd 60th Streets) along the East River, including the establishment of an associated 20-year operating and maintenance and capital improvement endowment determined by the City based on actual costs of comparable projects. The goal of the project is to create a connection from the existing esplanade area to the north allowing the public increased access to the waterfront with the maximum amount of open space feasible given permitting constraints and design, engineering and cost considerations, within the funds applied to this Project 2a pursuant to paragraph (b) of Section 3 of this MOU, for passive and active recreation uses, including a bikeway, a walkway, and seating where possible. Group 2 Non-Esplanade Projects 2b. The completion of certain St. Vartan Park Improvements. For example purposes only, such improvements may include one or more of the following: reconfiguration or addition of active recreation uses such as basketball, handball, roller hockey, volleyball or other sports, new seating, plantings, and other passive amenities, or resurfacing of existing facilities. 2c. The completion of additional public amenities relating to the Waterside Pier, that are in addition to and separate from the structural rehabilitation of the Waterside Pier, for passive and active recreation uses.

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2d. The completion of certain public open space physical improvements within the neighborhood known as Tudor City, bounded by Second and First Avenues and East 40th and East 44th Streets. Group 3 Esplanade Projects 3a. The completion of the UN Esplanade (41st 51st Streets) along the East River, including an associated 20-year operating, maintenance, and capital improvement endowment determined by the City based on actual costs of comparable projects. The goal of the project is to create a connection between the Waterside Pier to the south and the ODR Esplanade to the north to bridge the gap in the greenway and allow the public increased access to the waterfront with the maximum amount of open space feasible given permitting constraints and design, engineering, and cost considerations, within the funds applied to Esplanade Projects pursuant to paragraph (c) of Section 3 of this MOU, for passive and active recreation uses, including a bikeway, a walkway, and seating areas where possible. 3b. The completion of upland connection(s) to the waterfront improvements described herein (Esplanade Connectors), including such a connection at 37th Street and at least one additional connector between 37th and 42nd Streets and/or 48th and 54th Streets, and including an associated 20-year operating, maintenance, and capital improvement endowment for any such connectors, determined by the City based on actual costs of comparable projects. Group 3 Non-Esplanade Projects 3c. Build full amenities for Asser Levy Playground Expansion (including the added parkland area referred to in paragraph 1a above in this Exhibit C), as well as additional improvements to the existing Asser Levy Playground. For example purposes only, such improvements may include one or more of the following: reconfiguration or addition of active recreation uses such as basketball, handball, roller hockey, volleyball or other sports, new seating, plantings, and other passive amenities, or resurfacing of existing facilities. Improvements to Non-Public Property If any Project or part thereof, or any addition, substitution or modification thereof, is to be undertaken on non-publicly owned property, then disbursement of EGAP Funds shall be conditional upon the delivery of a restrictive covenant, with priority over all other liens and security interests in such property, to be signed in favor of the City and recorded against the land where such public open space improvements have been made, requiring that such improvements be available for public use for the duration of their useful life in the manner of public park land. Such public open space physical improvements shall be fully accessible to the public at no charge.

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EXHIBIT D WATERSIDE PIER

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EXHIBIT E SCHEDULE FOR CALCULATING BREAK-EVEN AMOUNTS

The Break-Even Amount shall be calculated,at the time of Disposition1, as the difference between (A) and (B), below, such difference escalated at a per annum rate of 6.25% from January 1, 2010 to the date of Disposition. (A) $278,700,000 (shown in Column B in the table below), reduced by (B) the sum of the following amounts: (i) the amount set forth, with respect to projected net lease payments for the space occupied by the UN at the Existing UNDC Properties (the UN Space), in Column C, corresponding to the applicable year of Disposition; or, if Disposition is on or after March 31, 2023, $45,600,000; PLUS (ii) if the Disposition occurs after March 31, 2023, the net present value (discounted to January 1, 2010, using a discount rate of 6.25% per annum) (the NPV) of the actual net lease payments received by the Citys General Fund for the period subsequent to March 31, 2023 through the date of the Disposition, in respect of the UN Space (as illustrated in Column D, subject to adjustment); PLUS (iii) real property taxes(or payments in lieu thereof) in respect of the UN Space (RE Taxes) for the period from the date of this MOU through December 31, 2060, calculated as the sum of: (A) (1) $26,865,028, or (2) if the date of the Disposition is subsequent to the earlier of March 31, 2017 and the completion of the Consolidation Building, (x) the NPV of the actual RE Taxes paid to the Citys General Fund for the period ending on the earlier of the date of Disposition and March 31, 2023, plus (y) if the date of Disposition is prior to March 31, 2023, the NPV of the projected RE Taxes for the period from the date of Disposition through March 31, 2023, calculated assuming payment of full taxes based on the most recent assessed value for real property tax purposes made by the New York City Department of Finance as of the date of Disposition (Assessed Value) of the UN Space, increasing at a rate of 3% per annum from the date of such assessment through March 31, 2023 (as illustrated in Column E, subject to adjustment); PLUS (B) (1) $124,990,057 if the Disposition is on or prior to March 31, 2023, or (2) if the date of the Disposition is subsequent to March 31, 2023, (x) the NPV of the actual RE Taxes paid to the Citys General Fund for the period subsequent to March 31, 2023 through the date of
1

The terms and provisions of this Schedule E would also apply to a Refinancing (in lieu of a Disposition).

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Disposition plus (y) the NPV of the projected RE Taxes for the period from the date of Disposition through December 31, 2060, calculated assuming payment of full taxes based on the Assessed Value of the UN Space, increasing at a rate of 3% per annum from the date of such assessment through December 31, 2060 (as illustrated in Column F, subject to adjustment); PLUS (iv) the NPV of the actual mortgage recording taxes and real property transfer taxes received in connection with the Disposition. Calculations shall be adjusted for partial lease years and partial tax years. The following table is illustrative of the Break-Even Amount calculation. All figures set forth in such table, with the exception of those set forth in Columns B and C are subject to adjustment for actual UN net lease payments and actual RE Taxes (where applicable) prior to and through the date of Disposition or Refinancing as set forth above (table on page following):

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A Disposition Year Projected Income to City if no Consolidation Bldg. Cumulative Rent to City under Existing UNDC-UN Lease (in 2010 Dollars)
Fixed

B Cumulative Market Rents (Post Existing UNDC-UN Lease) (in 2010 Dollars)
To be adjusted based on actual amounts received

E Cumulative Real Estate Taxes between March 31, 2017 and March 31, 2023 (in 2010 Dollars)
Fixed if sale occurs before 2017 (adjusted based on actual amounts if sale occurs thereafter)

F Cumulative Real Estate Taxes post March 31, 2023

G Break-Even Values [B-C-D-E-F]

Break-Even Values escalated at 6.25%

(in 2010 Dollars)

Fixed

(in 2010 Dollars)

Fixed if sale occurs before 2023 (adjusted based on actual amounts if sale occurs after 2023)

(in 2010 dollars)

(in nominal dollars)

Break-Even Value below shall be further reduced for any MRT/RPTT proceeds actually received

Eastside Greenway and Parkland MOU

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2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029

$278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000 $278,700,000

($4,600,000) ($9,000,000) ($13,100,000) ($17,100,000) ($20,900,000) ($24,500,000) ($27,900,000) ($31,200,000) ($34,400,000) ($37,400,000) ($40,300,000) ($43,000,000) ($45,600,000) ($45,600,000) ($45,600,000) ($45,600,000) ($45,600,000) ($45,600,000) ($45,600,000)

$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ($14,600,000) ($28,700,000) ($42,400,000) ($55,600,000) ($68,300,000) ($80,600,000)

($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028) ($26,865,028)

($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057) ($124,990,057)

$122,200,000 $117,800,000 $113,700,000 $109,700,000 $105,900,000 $102,300,000 $98,900,000 $95,600,000 $92,400,000 $89,400,000 $86,500,000 $83,800,000 $81,200,000 $66,600,000 $52,500,000 $38,800,000 $25,600,000 $12,900,000 $600,000

$129,837,500 $132,985,156 $136,378,931 $139,804,897 $143,397,194 $147,180,158 $151,181,574 $155,270,661 $159,452,899 $163,918,098 $168,513,397 $173,456,781 $178,579,759 $155,625,002 $130,344,702 $102,351,626 $71,751,655 $38,415,864 $1,898,458

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